Short Form of the Stock: ST Donghai-A, ST Donghai-B Stock Code: 000613, 200613 海南大东海旅游中心股份有限公司 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2014 (FULL-TEXT) Date of disclosure: 22 October 2014 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Section I. Important Notes Board of Directors and the Supervisory Committee of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Li Yuanbin, Person in Charge of Accounting Works Chen Zhen and Person in Charge of Accounting Organ (Accounting Officer) Liu Xianghai hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current Period-end of last year Increase/decrease period-end Total assets(RMB) 110,683,610.11 113,960,862.69 -2.88% Net assets attributable to shareholders 80,175,259.89 81,911,847.86 -2.12% of listed company (RMB) Increase/decrease in Increase/decrease in comparison Year-begin to Current period comparison with same with year-begin to Period-end of end of the Period period of last year last year Operating revenue (RMB) 3,244,629.50 13.24% 14,931,081.50 -15.38% Net profit attributable to shareholders -888,129.01 -50.90% -1,736,587.97 -24.19% of the listed company (RMB) Net profit attributable to shareholders of the listed company after deducting -901,530.63 -50.65% -1,809,217.76 -24.10% non-recurring gains and losses(RMB) Net cash flow arising from operating -- -- 2,728,520.65 28.00% activities(RMB) Basic earnings per share (RMB/Share) -0.0024 -52.00% -0.0048 -23.81% Diluted earnings per share -0.0024 -52.00% -0.0048 -23.81% (RMB/Share) Weighted average ROE -1.09% -50.00% -2.14% 22.46% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the -1,440.26 - write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the 74,070.05 - aforementioned items Total 72,629.79 -- 3 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders in reporting period 24,617 Shares-held of top ten common shareholders Proportio Number of share Amount of Nature of n of Amount of pledged/frozen Shareholders restricted shares shareholder shares shares held held State of share Amount held Domestic non Luoniushan Co., Ltd. state-owned 16.81% 61,190,270 0 corporate Domestic nature Pan Guoping 8.18% 29,786,791 0 person China Everbright Securities (HK) Foreign corporate 6.63% 24,135,012 0 Limited Domestic non Sanya Yongli Investment Co., Ltd. state-owned 1.41% 5,132,401 0 corporate Domestic non Construction Investment CITIC state-owned 1.27% 4,620,000 0 Assets Management Co., Ltd. corporate Yangpu Tongrong Investment Domestic non Management Consultation Co., state-owned 1.21% 4,420,800 4,420,800 Ltd. corporate Domestic nature Zhang Xuehua 0.94% 3,405,413 0 person 4 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 CITRINE CAPITAL LIMITED Foreign corporate 0.90% 3,265,200 0 Domestic non Sanya Zhongxing Development state-owned 0.70% 2,541,000 2,541,000 Co., Ltd. corporate Domestic non Sanya Rural Credit Cooperative state-owned 0.63% 2,310,000 0 corporate Particular about top ten common shareholders with un-restrict shares held Amount of unrestricted common shares Type of shares Shareholders’ name held at reporting period-end Type Amount RMB ordinary Luoniushan Co., Ltd. 61,190,270 61,190,270 shares Domestically Pan Guoping 29,786,791 listed foreign 29,786,791 shares Domestically China Everbright Securities (HK) Limited 24,135,012 listed foreign 24,135,012 shares RMB ordinary Sanya Yongli Investment Co., Ltd. 5,132,401 5,132,401 shares Construction Investment CITIC Assets Management RMB ordinary 4,620,000 4,620,000 Co., Ltd. shares Domestically CITRINE CAPITAL LIMITED 3,265,200 listed foreign 3,265,200 shares RMB ordinary Sanya Rural Credit Cooperative 2,310,000 2,310,000 shares Haikou Jinmao Branch of Agricultural Bank of China RMB ordinary 2,310,000 2,310,000 Co., Ltd. shares China Construction Bank Co., Ltd. –Chinese RMB ordinary Merchantile Xinlianghua Allocation Mix Securities 2,252,763 2,252,763 shares Investment Fund Beijing Ruixin Network Technology Development RMB ordinary 2,155,170 2,155,170 Limited shares The Company is unknown whether there exists associated relationship or Explanation on associated relationship among the belongs to the consistent actor regulated by the Management Measure of aforesaid shareholders Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. Explanation on shareholders involving margin Zhang Xuehua holds 3,405,413 A-share of the Company in way of 5 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 business about top ten common shareholders with guarantee securities account of credit transactions of Essence Securities un-restrict shares held Co., Ltd. Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The shareholders of the Company have no buy-back agreement dealing in reporting period. 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 6 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable Item Amount at the Amount at last Changes Reasons period period Strengthen management and actively Monetary funds 10,880,996.11 6,835,685.46 59.18% collected the receivables Other account receivable 295,924.79 3,299,051.36 -91.03% Arrears from previous years are collected Exterior wall coating project and Long-term expenses to be 286,653.71 582,546.77 -50.79% waterproofing project are amortized apportioned normally Self-operating in Chinese restaurant, Operating cost 85,893.56 6,212.35 1282.63% operating cost increased Investment income 1,480,000.00 100.00% Dividend from investment obtained Disposal loss of non-current 1,550.26 200.00 675.13% Discard fixed assets as air conditioning etc. asset Net cash flow arising from 2,728,520.65 2,131,589.52 28.00% Current accounts collected operating activities Net cash flow arising from Major changes due to no new investment in 1,316,790.00 -10,579,714.00 -112.45% investment activities the Year II. Progress of significant events, their influences, and analysis and explanation of their solutions □Applicable √Not applicable III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period √ Applicable □Not applicable Commitment Commitme Implementatio Commitments Accepter Contents date nt term n The Company’s Seeking No appropriate largest restructuring Commitments for restructuring shareholder side actively for 2014-06-27 In 3 years Share Merger Reform side has been Luoniushan Co., assets found so far. Ltd. reorganization Commitments made in acquisition report or equity change report 7 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Commitments in assets reorganization Commitments make in Initial public offering or re-financing Other commitments for minority shareholders Completed on time or not No Detail reasons for un-complement and N/A further plan(if applicable) IV. Estimation of operation performance for year of 2014 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. Explanation on equity of other listed company held □ Applicable √ Not applicable No security investment in Period. VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Date Place Way Type Object Content discussed and documents provided Company Telephone Investor in Commitment of the largest shareholders of 2014-07-03 headquarte communica Individual Hangzhou the Company, no material provided rs tion (Surname Wu) Company Telephone Investor in Performance of half-annual of the Company, 2014-07-16 headquarte communica Individual Shenzhen no material provided rs tion (Surname Yao) 8 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Company Telephone Investor in Development of the Company, no material 2014-07-29 headquarte communica Individual Shanghai provided rs tion (Surname Han) Company Telephone Investor in Disclosure date of half -Annual Report of 2014-08-05 headquarte communica Individual Beijing the Company, no material provided rs tion (Surname Zhang) Company Telephone Investor in Commitment of the largest shareholders of 2014-08-20 headquarte communica Individual Chengdu the Company, no material provided rs tion (Surname Lv) Company Telephone Investor in Operation situation of the hotels, no material 2014-08-26 headquarte communica Individual Zhengzhou provided rs tion (Surname Liu) Company Telephone Investor in Listing condition of the original staff shares, 2014-09-10 headquarte communica Individual Haikou no material provided rs tion (Surname Lin) Company Telephone Investor in Hotel performance of the third quarterly 2014-09-23 headquarte communica Individual Beijing of the Company, no material provided rs tion (Surname Zhou) Company Telephone Investor in Disclosure date of the third quarterly 2014-09-29 headquarte communica Individual Guangzhou report of the Company, no material provided rs tion (Surname Huang) 9 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Section IV. Financial Statement I. Financial statement 1. Balance Sheet Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 10,880,996.11 6,835,685.46 Settlement provisions Capital lent Financial assets measured by fair value and whose change is recorded in current gains and losses Notes receivable Accounts receivable 3,040,766.20 3,509,377.76 Accounts paid in advance 170,694.57 201,053.21 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 295,924.79 3,299,051.36 Purchase restituted finance asset Inventories 339,695.85 317,334.23 Divided into assets held ready for sales Non-current asset due within one year Other current assets Total current assets 14,728,077.52 14,162,502.02 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 10,000,000.00 10,000,000.00 10 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Investment property Fixed assets 57,753,176.23 60,628,905.47 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 27,915,702.65 28,586,908.43 Expense on Research and Development Goodwill Long-term expenses to be apportioned 286,653.71 582,546.77 Deferred income tax asset Other non-current asset Total non-current asset 95,955,532.59 99,798,360.67 Total assets 110,683,610.11 113,960,862.69 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Notes payable Accounts payable 2,434,243.11 2,171,955.96 Accounts received in advance 1,573,406.38 1,599,994.81 Selling financial asset of repurchase Commission charge and commission payable Wage payable 3,251,470.97 3,549,851.04 Taxes payable -1,203,102.23 -1,164,999.99 Interest payable Dividend payable Other accounts payable 24,452,331.99 25,892,213.01 Reinsurance payables Insurance contract reserve 11 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Security trading of agency Security sales of agency Divided into liability held ready for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 30,508,350.22 32,049,014.83 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 30,508,350.22 32,049,014.83 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 364,100,000.00 364,100,000.00 Capital public reserve 54,142,850.01 54,142,850.01 Less: Inventory shares Reasonable reserve Surplus public reserve Provision of general risk Retained profit -338,067,590.12 -336,331,002.15 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 80,175,259.89 81,911,847.86 Minority interests Total owner’s equity(or shareholders’ equity) 80,175,259.89 81,911,847.86 Total liabilities and owner’s equity(or shareholders’ equity) 110,683,610.11 113,960,862.69 Legal representative: Li Yuanbin Person in charge of accounting works: Chen Zhen Person in charge of accounting institution: Liu Xianghai 2. Profit Statement (this report period) Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB 12 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Item Amount in this period Amount in last period I. Total operating income 3,244,629.50 2,865,270.50 Including: Operating income 3,244,629.50 2,865,270.50 Interest income Insurance gained Commission charge and commission income II. Total operating cost 5,626,160.13 4,691,948.03 Including: Operating cost 80,557.05 1,121.15 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 181,699.27 160,455.15 Sales expenses 2,763,637.30 2,811,546.30 Administration expenses 2,603,579.87 1,751,645.26 Financial expenses -3,313.36 -32,819.83 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 1,480,000.00 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -901,530.63 -1,826,677.53 Add: Non-operating income 13,612.29 17,850.65 Less: Non-operating expense 210.67 Including: Disposal loss of non-current asset 210.67 IV. Total Profit (Loss is listed with “-”) -888,129.01 -1,808,826.88 Less: Income tax expense V. Net profit (Net loss is listed with “-”) -888,129.01 -1,808,826.88 Including: net profit realized before consolidation by mergered party 13 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Net profit attributable to owner’s of parent company -888,129.01 -1,808,826.88 Minority shareholders’ gains and losses VI. Earnings per share -- -- i. Basic earnings per share -0.0024 -0.0050 ii. Diluted earnings per share -0.0024 -0.0050 VII. Other consolidated income Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in later accounting period while regulated conditions are satisfy VIII. Total comprehensive income -888,129.01 -1,808,826.88 Total consolidated income attributable to owners of parent -888,129.01 -1,808,826.88 company Total consolidated income attributable to minority shareholders Legal representative: Li Yuanbin Person in charge of accounting works: Chen Zhen Person in charge of accounting institution: Liu Xianghai 3. Profit statement (year-begin to end of this period) Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Items Amount in this period Amount in last period I. Total operating income 14,931,081.50 17,644,058.00 Including: Operating income 14,931,081.50 17,644,058.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 18,220,299.26 20,027,653.39 Including: Operating cost 85,893.56 6,212.35 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense 14 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Operating tax and extras 836,140.60 988,067.25 Sales expenses 8,688,605.27 8,677,821.22 Administration expenses 8,564,967.96 10,320,259.68 Financial expenses 44,691.87 35,292.89 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 1,480,000.00 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -1,809,217.76 -2,383,595.39 Add: Non-operating income 74,180.05 93,997.00 Less: Non-operating expense 1,550.26 1,200.00 Including: Disposal loss of non-current asset 1,550.26 200.00 IV. Total Profit (Loss is listed with “-”) -1,736,587.97 -2,290,798.39 Less: Income tax expense V. Net profit (Net loss is listed with “-”) -1,736,587.97 -2,290,798.39 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of parent company -1,736,587.97 -2,290,798.39 Minority shareholders’ gains and losses VI. Earnings per share -- -- i. Basic earnings per share -0.0048 -0.0063 ii. Diluted earnings per share -0.0048 -0.0063 VII. Other consolidated income Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in later accounting period while regulated conditions are satisfy VIII. Total comprehensive income -1,736,587.97 -2,290,798.39 Total consolidated income attributable to owners of parent -1,736,587.97 -2,290,798.39 company Total consolidated income attributable to minority shareholders Legal representative: Li Yuanbin Person in charge of accounting works: Chen Zhen Person in charge of accounting institution: Liu Xianghai 15 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 4. Cash Flow Statement (year-begin to end of this period) Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 16,187,935.58 16,854,251.39 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities 3,027,774.44 3,008,265.11 Subtotal of cash inflow arising from operating activities 19,215,710.02 19,862,516.50 Cash paid for purchasing commodities and receiving labor service 3,579,185.80 5,039,930.09 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 7,162,199.00 7,237,541.64 Taxes paid 1,976,344.78 2,078,558.84 Other cash paid concerning operating activities 3,769,459.79 3,374,896.41 Subtotal of cash outflow arising from operating activities 16,487,189.37 17,730,926.98 Net cash flows arising from operating activities 2,728,520.65 2,131,589.52 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 1,480,000.00 Net cash received from disposal of fixed, intangible and other 4,200.00 200.00 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 1,484,200.00 200.00 16 司公限有份股心中游旅海东大南海 2014 文全告报度季三第年 Cash paid for purchasing fixed, intangible and other long-term 167,410.00 579,914.00 assets Cash paid for investment 10,000,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 167,410.00 10,579,914.00 Net cash flows arising from investing activities 1,316,790.00 -10,579,714.00 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 4,045,310.65 -8,448,124.48 Add: Balance of cash and cash equivalents at the period -begin 6,835,685.46 15,194,668.69 VI. Balance of cash and cash equivalents at the period -end 10,880,996.11 6,746,544.21 Legal representative: Li Yuanbin Person in charge of accounting works: Chen Zhen Person in charge of accounting institution: Liu Xianghai II. Audit Report Whether the third quarter report was audited or not □Yes √No rd The 3 quarter report of the Company has not been audited Board of Director of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Chairman: Li Yuanbin 22 October 2014 17